Carlyle to sell 25 million shares of Axalta

Axalta and Carlyle Group logos.

Philadelphia, Pennsylvania — May 25, 2016 — Axalta Coating Systems has announced the sale of 25,000,000 common shares on an underwritten basis by affiliates of The Carlyle Group. The underwriter will have a 30-day option to purchase up to 3,750,000 additional common shares from Carlyle. Axalta will not receive any of the proceeds from the offering of shares by Carlyle. Closing of the offering is expected to occur on or about May 31, 2016, subject to customary closing conditions.

The last reported sale price of Axalta’s common shares on May 24, 2016 was $28.11 per share. Credit Suisse Securities (USA) is acting as the sole underwriter for the offering.

Following the offering, Carlyle will continue to own 44,811,996 shares, or approximately 18.8 percent, of Axalta’s outstanding common shares. This could drop to 41,061,996 shares, or approximately 17.2 percent, if the underwriter fully exercises its option to purchase additional common shares.

Selling these shares means Carlyle loses its right under Axalta’s principal stockholders agreement to designate one member to the company’s Board of Directors. In other words, one of the directors appointed to Axalta’s Board of Directors by Carlyle may be required to resign within six months after the closing of this offering. Going forward, Carlyle will have the right to designate four directors to Axalta’s Board of Directors rather than five.


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